Common use of Purchase, Sale and Delivery of the Units Clause in Contracts

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ ' names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ $5.40. The initial public offering price of the Units shall be $ $6.00. Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesSchnxxxxx Xxxurities, or Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, xx at such other place in Denver, Colorado as the Representatives Representative shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of the Units to the RepresentativesRepresentative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a)) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the “"Closing Date.” " In addition, the Company hereby grants to the Representatives Representative the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th 45th day following the Effective Date of the Registration Statement, by written notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the RepresentativesRepresentative, when such Additional Securities are to be delivered (such time and date are herein called an “"Additional Closing Date”"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the RepresentativesRepresentative. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the RepresentativesSchnxxxxx Xxxurities, or Inc., 1120 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx, xx at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units Common Stock and Warrants and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesRepresentative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives Representative for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to may be made. If neither the non-non- defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchaser, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company the number of Company, 20,000 Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of 100% of the Units shall be $ principal amount of Notes being issued and sold. Payment One or more certificates in definitive form for the Units by that the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option Initial Purchaser has agreed to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenantshereunder, and agreements of the Company herein contained, but subject to the terms in such denomination or denominations and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing the Initial Purchaser requests upon notice to the Company at least two full business days 24 hours prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one be delivered by or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination on behalf of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesInitial Purchaser, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt against payment by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% on behalf of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation Initial Purchaser of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed price therefor in accordance with the two preceding sentencesterms of this Agreement and the Preferred Units Purchase Agreement. Such delivery of and payment for the Units shall be made at the offices of Shearman & Sterling at 9:00 a.m., New York City time, on July 15, 1998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date". With respect to Securities to be delivered in definitive certificated form, the Company shall have will make certificates for such Securities available for checking and packaging by the rightInitial Purchaser at the offices of Jefferies & Company, within the 24 hours next succeeding the 24-hour period above referred toInc. in New York, to make arrangements with New York, or at such other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units plaxx xx xxx Initial Purchaser may designate, on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone business day next preceding the Closing for not Date. Securities to be represented by one or more than seven business days after the date originally fixed as definitive global Securities in book-entry form will be deposited on the Closing in order for any necessary changes Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase name of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Cede & Co.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but the Company agrees to issue and sell to the Initial Purchasers and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersInitial Purchasers, severally and not jointly, and the Underwriters, acting severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ names in such Initial Purchaser's name on Schedule 1 heretohereto from the Company at a price of $930.6471 per Unit. The One or more certificates in definitive form for the Initial Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price per Unit therefor by wire transfer (same day funds), to be paid such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the Underwriters parties hereto shall be $ agree prior to the Closing Date. The initial public offering price Such delivery of and payment for the Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 10, 2000, or at such other place, time or date as the RepresentativesInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Initial Securities available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place in Denveras Deutsche Bank Securities Inc. may designate, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days 24 hours prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchaser, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company the number of Company, 140,000 Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of 91.75% of the Units shall be $ principal amount of Notes being issued and sold. Payment A provison for a fee has not been included, as the parties are in dispute as to the same One or more certificates in definitive form for the Units by that the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option Initial Purchaser has agreed to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenantshereunder, and agreements of the Company herein contained, but subject to the terms in such denomination or denominations and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing the Initial Purchaser requests upon notice to the Company at least two full business days 24 hours prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter delivered by or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part behalf of the Company to any non-defaulting Underwriterthe Initial Purchaser, except against payment by or on behalf of the Initial Purchaser of the purchase price for the Units. Such delivery of and payment for the Units shall be made at the offices of Mayer, Brown & Platt at 10:00 a.m., New York City time, on June 10, 0001, or at xxxx other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date". With respect to Securities to be delivered in definitive certificated form, the Company shall be liable will make certificates for actual expenses incurred such Securities available for checking and packaging by the Representatives as provided Initial Purchaser at the offices of Jefferies & Company, Inc. in Section 10 hereofNew York, New York, or at such other xxxxx xx the Initial Purchaser may designate, on the business day next preceding the Closing Date. Securities to be represented by one or more definitive global Securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and without any liability on registered in the part name of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Cede & Co.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ ' names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ $4.50. The initial public offering price of the Units shall be $ $5.00. Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesRepresentative, or at such other place in Denver, Colorado as the Representatives Representative shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of the Units to the RepresentativesRepresentative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “"Closing Date.” " In addition, the Company hereby grants to the Representatives Representative the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the RepresentativesRepresentative, when such Additional Securities are to be delivered (such time and date are herein called an “"Additional Closing Date”"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the RepresentativesRepresentative. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the RepresentativesRepresentative, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesRepresentative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives Representative for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, agreements and agreements of the Company covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyInitial Purchaser, and the Underwriters, severally and not jointly, agree Initial Purchaser agrees to purchase from the Company the number of Company, 85,000 Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The at a purchase price per Unit of 100% of the principal amount of Notes being issued and sold. One or more certificates in definitive form for the Units that the Initial Purchaser has agreed to be paid by purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchaser requests upon notice to the Company at least 24 hours prior to the Closing Date, shall be $ . The initial public offering delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price of therefor; PROVIDED, HOWEVER that if the Closing Date occurs prior to the date on which the Approved Plan has become Effective, the Units shall be $ . Payment issued to, and the consideration therefor shall be paid to, an escrow agent pursuant to an escrow agreement in the form attached hereto as Exhibit B. Such delivery of and payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of Shearman & Sterling at 10:00 a.m., New York City time, on the Representativesdate the Confirmation Order becomes a Final Order and the Approved Plan becomes Effective, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date"; PROVIDED, HOWEVER, that the latest date upon which the Closing Date may occur shall be August 1, 1997 (the "Latest Possible Closing Date"). With respect to Securities to be delivered in definitive certificated form, the Company will make certificates for such Securities available for checking and packaging by the Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain TimeInitial Purchaser may designate, on the fourth business day following next preceding the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants . Securities to the Representatives the option to purchase all be represented by one or a portion of the Additional more definitive global Securities as may in book-entry form will be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives deposited on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. by or on behalf of the Company, with The Depository Trust Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one ("DTC") or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representativesits designated custodian, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes registered in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase name of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.Cede & Co.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ . The initial public offering price of the Units shall be $ . Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as the Representatives shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of the Units to the Representatives. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a). The time and date of such delivery and payment are herein called the “Closing Date.” In addition, the Company hereby grants to the Representatives the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit provided for in this Section 3. This option may be exercised by the Representatives on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th day following the Effective Date of the Registration Statement, by written notice by the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the Representatives, when such Additional Securities are to be delivered (such time and date are herein called an “Additional Closing Date”); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the Representatives. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the Representatives, or at such other place in Denver, Colorado as you shall determine and advise the Company by at least two full days’ notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the Representatives, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.

Purchase, Sale and Delivery of the Units. On the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite the Underwriters’ ' names in Schedule 1 hereto. The purchase price per Unit to be paid by the Underwriters shall be $ $5.40. The initial public offering price of the Units shall be $ $6.00. Payment for the Units by the Underwriters shall be made by certified or official bank check in clearing house funds, payable to the order of the Company at the offices of the RepresentativesSchneider Securities, or at such other place in DenverInc., 1120 Xxxxxxx Street, Suite 900, Dxxxxx, Xxxxxxxx 00000, xx xx xxxx xxxxx xxxxx xx Xxxver, Colorado as the Representatives Representative shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of the Units to the RepresentativesRepresentative. Such delivery and payment shall be made at 10:00 a.m., Mountain Time, on the fourth third business day following the time of the initial public offering, as defined in Section 10(a)) hereof, unless the Commission declares the Registration Statement effective after 4:30 p.m. Eastern time, in which event delivery and payment shall be made on the fourth (4th) business day following the time of the initial public offering. The time and date of such delivery and payment are herein called the “"Closing Date.” " In addition, the Company hereby grants to the Representatives Representative the option to purchase all or a portion of the Additional Securities as may be necessary to cover over-allotments, at the same purchase price per Additional Security as the price per Unit share of Common Stock or Warrant provided for in this Section 3. The Representative may purchase Common Stock and/or Warrants when exercising such option, in its sole discretion. This option may be exercised by the Representatives Representative on the basis of the representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the 60th 45th day following the Effective Date of the Registration Statement, by written notice by the Representatives Representative to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the time and date, as determined by the RepresentativesRepresentative, when such Additional Securities are to be delivered (such time and date are herein called an “"Additional Closing Date”"); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the third business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given; and further provided, that not more than two Additional Closings shall be noticed and held following purchase of Additional Securities by the RepresentativesRepresentative. Payment for the Additional Securities shall be made by certified or official bank check in clearing house funds payable to the order of the Company at the offices of the RepresentativesSchneider Securities, or at such other place in DenverInc., 1120 Xxxxxxx Street, Suite 900, Dxxxxx, Xxxxxxxx, xx xx xxxx xxxxx xxxxx xx Xxnver, Colorado as you shall determine and advise the Company by at least two full days’ ' notice in writing, upon delivery of certificates representing the Additional Securities to you. Certificates for the Units Common Stock and Warrants and any Additional Securities purchased shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date or Additional Closing Date, as applicable. The Company shall permit you to examine and package such certificates for delivery at least one full business day prior to any such closing with respect thereto. If for any reason one or more Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 10 hereof) to purchase and pay for the number of Units agreed to be purchased by such Underwriter, the Company shall immediately give notice thereof to the RepresentativesRepresentative, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives Representative of such notice, to purchase or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives Representative and such purchasing Underwriter or Underwriters and upon the terms herein set forth, the Units which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Units, the number of Units which each non-defaulting Underwriter is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Units which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Units which the defaulting Underwriter or Underwriters agreed to purchase in excess of 10% of the total number of shares of Units which such non-defaulting Underwriter agreed to purchase hereunder, and provided further that the non-defaulting Underwriters shall not be obligated to purchase any Units which the defaulting Underwriter or Underwriters agreed to purchase if such additional purchase would cause the Underwriter to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Units which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within the 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives Representative for the purchase of such Units on the terms herein set forth. In any such case, either the Representatives Representative or the Company shall have the right to postpone the Closing for not more than seven business days after the date originally fixed as the Closing in order for that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements to may be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter, except the Company shall be liable for actual expenses incurred by the Representatives Representative as provided in Section 10 hereof, and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing contained herein shall relieve any defaulting Underwriter of its liability, if any, to the Company or to the remaining Underwriters for damages occasioned by its default hereunder.